Shaw Communications has announced that it has agreed to acquire a 100% interest in Mid-Bowline Group Corp. and its wholly-owned subsidiary, WIND Mobile Corp. (“WIND” or the “Company”) for an enterprise value of approximately $1.6 billion (the “Transaction”).
“The global telecom landscape is quickly evolving towards ‘mobile-first’ product offerings as consumers demand ubiquitous connectivity from their service providers. The acquisition of WIND provides Shaw with a unique platform in the wireless sector which will allow us to offer a converged network solution to our customers that leverages our full portfolio of best-in-class telecom services, including fibre, cable, WiFi, and now wireless,” said Chief Executive Officer, Brad Shaw.
“This transaction represents a transformational step in the history of Shaw and we are excited about our future growth prospects in mobile. This growth will be accelerated by combining Shaw’s existing customer relationships, trusted brand and wireline and WiFi infrastructure with WIND’s impressive asset base, including its existing spectrum position and mobile network.”
WIND is Canada’s largest non-incumbent wireless services provider, serving approximately 940,000 subscribers across Ontario, British Columbia and Alberta with 50MHz of spectrum in each of these regions. Led by a management team with demonstrated telecom expertise, the Company has achieved impressive growth as evidenced by a 47% increase in its subscriber base over the past two years which has translated into strong growth in revenue and EBITDA. In calendar year 2015, WIND is expected to generate $485 million in revenue and $65 million in EBITDA. As WIND continues to reinvest in its network and service offering, including a scheduled upgrade to 4G LTE services by 2017, the Company expects that its unique customer value proposition will result in continued strong growth in the future.
WIND’s current management team is led by Chief Executive Officer Alek Krstajic, who has over 20 years of telecom experience. Mr. Krstajic and his team will remain with the Company and will continue to drive the wireless opportunity.
“We believe the combination of Shaw and WIND creates a wireless leader with immediate benefits for our customers and employees, giving them more choice, capabilities and opportunities to stay connected,” said Mr. Krstajic.
“With Shaw’s long-term commitment, customer focus and breadth of product offering, this transaction enables us to enter into a new phase of growth.”
In 2011, Shaw announced the launch of a carrier-grade WiFi network, Shaw GO WiFi, which has since expanded to over 75,000 hotspots, increasing the value proposition of broadband outside of the home.
“The time has come to offer even more mobility to our customers,†said Mr. Shaw. “By acquiring WIND, we now have immediate scale, spectrum, retail distribution and a network with a clear path to LTE that complements our existing fibre and WiFi infrastructure.â€Â
Transaction Terms & Financing
Under the terms of the Transaction, Shaw will acquire 100% of the shares of WIND‟s parent company, Mid-Bowline Group Corp., by plan of arrangement, for an enterprise value of approximately $1.6 billion based on quarterly financial statements as of September 30, 2015. Shaw has executed a fully-committed bridge financing facility with the Toronto Dominion Bank and the Canadian Imperial Bank of Commerce. Shaw is committed to a financing plan that maintains its investment grade status and accordingly will optimize the significant flexibility available to it, including potential debt issuance, asset sales, the issuance of preferred or common equity or any combination thereof. Additional details regarding the longer term financing of the Transaction will be provided prior to close.
The Transaction is subject to the receipt of certain approvals, including those from the Competition Bureau and the Ministry of Innovation, Science & Economic Development (formerly Industry Canada) and court approval of the plan of arrangement. Shareholders of Mid-Bowline Group Corp. have approved the transaction and closing is expected to occur during the third quarter of fiscal 2016.
CIBC World Markets Inc. and TD Securities Inc. acted as financial advisors to Shaw in connection with the Transaction and Dentons Canada LLP provided legal advice.
Management Presentation
Shaw and WIND senior management will hold a conference call with the financial community on Thursday, December 17, 2015 at 6:00 a.m. MT/8:00 a.m. ET. Members of the media and the public will be able to participate in listen-only mode.
The call details are:
- Canada/U.S. Toll Free: 1-800-319-4610
- Int’l Toll: services.choruscall.ca/links/operatorassisted.html
- Please call five to 10 minutes prior to commencement of the call
- Replay Dial In (available until midnight Wednesday, December 31, 2015):
- Canada/U.S. Toll free: 1-800-319-6413
- Int’l toll: +1-604-638-9010
- Passcode: 91023#
There will be an investor presentation associated with the transaction and it will be further discussed during the conference call. The investor presentation will be available at: shaw.ca/Corporate/Investors/Presentations-And-Meetings/
This presentation and conference call will also be available on the web live or as a recorded broadcast (until midnight on Wednesday, December 31, 2015) at: services.choruscall.ca/links/shaw20151217.html.
